Make him Talk
by Upsgirl88
Summary: Carol and Daryl have been separated from the group while on a run. With a flat tire on the bike their only way home is to walk but they come across a cabin to stay the night before the long walk back to the prison. Alternating between both character's POV the story follows Carol's mission to make Daryl talk to her and sort out both their feelings before returning.
1. Chapter 1

_This is my first attempt at a Caryl fic. Feedback is greatly appreciated and if you have any cool ideas you might like to see happen along the way feel free to message me. The story is rated M for content to come in future chapters :)_

**Daryl closed his eyes tight and groaned. "I'm coming with you today" was all she had said as she climbed on the back of his bike, only seconds before they had left. And now here they were an hour later, separated from the group, a flat tire, miles from the prison, and Carol was singing.**

**He felt a grin creeping on to his face and quickly replaced it with a scowl. He could hardly blame her for the massive group of walkers who forced them to split from Glenn, Rick, and Michonne, or the rough terrain that eventually destroyed the bike tire, but dammit why did she have to be so happy and positive all the time? **

**It could take days to walk back to the prison and god knows how many packs of walkers they could encounter on the way. Ordinarily he would be ready to kick the shit out of a thousand walkers if he had to but it was different this time. She was here. He had to keep her safe. Period. He almost lost her once and Daryl was damned if that was going to happen again. **

**Her soft voice caught his attention humming a catchy tune he had never heard before and he almost turned around. He remembered just in time why he had his back to her to begin with. They had found a cottage a mile or so off the trail they had been riding down. It was in surprisingly great shape inside, obviously no one else had discovered it yet. While Daryl was inside scrounging anything he could find of use, Carol had found a well built rain barrel shower outside. With the all the new people from Woodbury at the prison they didn't get to shower nearly as often as they had become accustomed to. So when Daryl found soap, shampoo, and conditioner inside it had sealed the deal. **

**Daryl thought it was a huge waste of time to shower but it was getting dark already and it only made sense for them to stay the night at the cottage so here he was watching for walkers while Carol stood naked behind him enjoying the luxury of soap, shampoo, and slightly warm water. **

**"I'm almost done so there should be plenty of water left for you," she said brightly. **

**Daryl grumbled something incoherent in response. He really didn't want to shower but his hair was matted with blood and small chunks of a Walker that had got too close earlier. Carol interrupted his thoughts appearing in front of him wrapped in one of the towels they had found inside. She smiled at him, oblivious to his bad mood as usual, "don't worry, I won't peek." **

**He gave her a non- menacing glare and moved towards the shower peeling off clothes as she turned away. Daryl added his filthy clothing to the pile of hers on the ground. There were clean clothes in the cottage too that would have to do until theirs could be washed back at the prison. **

**Daryl pulled the cord and lukewarm water began to sprinkle down on him. It felt surprisingly good and he grudgingly admitted to himself that perhaps it wasn't a complete waste of time. He opened his eyes to reach for the shampoo and caught a glimpse of Carol adjusting her towel. He felt a slight stirring low in his belly as he stared at her bare back and shoulders. She didn't drop it low enough for him to see anything else but he stood there staring for a moment longer wishing for a gust of wind to blow the towel away. **

**Suddenly aware of some slight action down south he tore his gaze away and scalded himself silently, "stare much longer and you aren't going to be able to hide that with a towel you idiot." He finished showering quickly, thinking about walkers, blood, and death to try and keep Mr. happy from embarrassing him. **

**Satisfied, Daryl grabbed the towel she had left him and dried himself off then securely fastened it around his waist. He looked down at his bare chest and suddenly became aware of the scars on his back. Carol had seen them briefly before but he preferred to keep them completely hidden, just like he preferred never to speak of where they came from. He went to reach for a shirt out of the dirty pile when Carol touched his shoulder. He jumped reflexively in response and glared at her, "what the hell?"**

**Her eyes were soft and warm, "it's okay, I have some too." Her understanding and empathy were so evident he dropped the shirt and nodded slowly. She made no attempt to look him over, but simply turned and started to walk towards the cabin, "lets go find something to wear and finish searching inside." **

**Sometime later they were both dressed in AC/DC t-shirts and Adidas sweatpants. The owner of the cabin apparently did not believe in much variety of their wardrobe. Carol looked like a child wearing their parents clothing with the sweatpants rolled at the waist and the baggy tshirt tied on the side. But somehow she still pulled it off in a way that left Daryl gazing a little too long at times. **

**"Ok. I've had enough, sit down," Carol demanded pointing at the couch. Daryl was pretty sure she caught him staring at her so his face flushed slightly as he paid heed to her demand. She stood over him and began speaking in a tone that he had seldom heard from her, "what exactly is your problem? I know you aren't much of a talker but you have literally said barely 5 words to me since I climbed on the back of your motorcycle this morning! And every few minutes I catch you glaring at me too!" **

**Daryl fought hard to keep the amused look off his face, "she thought I was glaring at her!" **

**Obviously he hadn't tried hard enough. "What is so funny?" She demanded. Even though she was trying to remain focused and in charge he could tell she was wavering. **

**"Nothin'," he started, "it's just that you ain't never used that 'mama knows best' tone with me before." **

**Carol couldn't help but smile, "Well if I ever thought in a million years you might actually sit there and listen I would have tried it sooner." **

**She sighed and sat down beside him. "You know that none of this is my fault right?" He nodded and she continued. "You guys have been going on runs almost every day. I know we all have our own ways of contributing but..." Her voice trailed off. "But you and Rick, Michonne, and even Carl... You get to be the heroes every time you come home with food and clothes and all the stuff we need." She paused and looked at him, "I just wanted to know what that feels like. That's why I wanted to come."**

**"But you didn't even ask, you just showed up and forced me to take you," he shot back, a little edgier than he meant to. **

**Her eyes narrowed, "And if I had of came to you and asked? What would you have said?"**

**"Hell no!" He stood up and faced her, the words came out quickly before he could take them back, "Carol you were dead. I had to go on knowing you were gone forever. And then there you were, alive, and back in my life. And then I finally get my brother back and next thing I know he's gone!" He stopped for a breath, "I can't do it again. The prison is safe. Out here, you never know what can happen... or if you're coming back." **

**His words lingered in the air and Carol looked him straight in the eye, "And how do you think that makes me feel every time you take off on that damn bike?" She wasn't looking for an answer, it was a statement he heard loud and clear.**

**He broke the awkward silence, "come on, you know I don't do this girly sentimental crap." Carol rolled her eyes as he continued. "I go on runs and you stay at the prison. That's how it's going to be from now on. Understood?" **

**He was expecting a fight and was surprised when she nodded. "For now," she resigned. And he was satisfied. **

**"Good. Now lets loot this place before its too dark." **

God he was frustrating sometimes but it was all part of the overall charm of Daryl Dixon. He certainly wasn't someone most people would think of as charming but she did. He was gentle with her now and even when he was grumpy or down right angry with her she was never scared.

Carol knew what it was like to be scared of a man and she also knew she would never have to be scared of Daryl. Carol knew she could protect herself now and she also knew that deep down Daryl knew that too but she had to admit that it felt really good to know he would always protect her. He made her feel safe and that was something rare in her life.

She certainly hadn't planned for this opportunity to be completely alone with Daryl but she wasn't going to let it go to waste either. Somehow, she was going to make him talk tonight, whether he liked it or not!

Carol needed to know what they were and she planned on finding out sooner rather than later. She really wasn't even clear on her own feelings. The only thing she knew was that he was the best friend she had ever had and she loved him.

But exactly what kind of love it was she was still unsure. At times he was her buddy, someone to tease and laugh with. Other times he was her protector and brought about the feeling of safety she craved. But the confusion started more recently when Carol would find herself watching him talk to other women and feel that angry stab of jealousy. It was so bad that the green eyed monster appeared even when Daryl would talk with Maggie. Maggie, who was head over heels in love with Glenn!

When she told him earlier that she had wanted to know what it felt like to be the hero that was only a tiny part of why she jumped on his bike. What she really wanted was to spend an entire day with him. It had been a long time since they had spend more than an hour or so together. There was always so much to be done and they were continuously pulled in different directions. And now here they were alone in a cabin for the night with a two day walk back to the prison.

Carol smiled to herself and glanced over at Daryl who was looking through the last of the cupboards, "I'm going to find out how you feel and figure out what is going on in my mind too."

She was brought out of her thoughts by an exclamation of glee from Daryl. The first she had heard from him in days. "Score!" he laughed and held up a quarter bottle of crown royal. "It's not much but we could get a buzz going at least."

She returned the grin, walked over, grabbed the bottle and took a swig. The liquor burned as it found its way down to her belly. But it tasted good. Really good. She downed another quick sip before passing it back to him.

He looked amused as he took his own long drink. "I didn't take you for a whiskey girl, Peletier," he said as he finished the drink and set the bottle down on the counter.

"There's a lot you don't know about me," she said coyly.

Carol grabbed a deck of playing cards off the kitchen table and lit the oil lamp they had found, "come sit down. You play poker right?"

Daryl grabbed the whiskey and followed her to the couch. "Yes, but I ain't strippin if I lose."

She laughed, "nah, that's way too cliche. A couple get stranded alone in a cabin with a bottle of whiskey and start playing strip poker? I'm pretty sure I saw that on an episode of Days of our Lives once." She looked at him as he sat down on the couch facing her, "but there is a penalty if you lose."

She pulled out the cards and shuffled them expertly. "If I win you have to answer my questions."

Daryl took another drink of whiskey, feeling a bit fuzzy already and wondering when he had become such a cheap drunk, "And what happens when I win? You strip?"

"Sure," she replied easily. "Because I don't plan on losing."


	2. Chapter 2

_Thank you so much for the feedback from the first chapter! I truly appreciate it! And I'm so excited to see the number of people who have read and followed my story. Here's chapter 2. Hope you enjoy reading as much as I do writing :)  
_

**"Two fucking pair! Beat that woman," Daryl said, looking very pleased with himself.**

**"One of those pairs wouldn't happen to be aces would it?" Carol smirked. She lay down her hand. Two pair. Aces over Jacks.**

**"Un-fucking-believable," he growled, dropping 2 kings, 2 tens and an Ace on the couch. This was the 3rd hand in a row she had won. So far she had been pretty gentle with her questions, the first one asking what he missed most about the world before everything went crazy. And the second question was about his crossbow, oddly enough. Where he got it, how long he'd been shooting, that kinda shit.**

**He grabbed the whiskey bottle and took a sip. It was getting low so he made sure to save her another drink. He took a deep breath, "ok, ask away."**

**Daryl watched her eyes sparkle as she thought of her next question and his gaze dropped to her lips. They were soft and pink and he wanted badly to lean in and... "what are u thinking about, right now?" she interrupted his day dream.**

**"What? Oh... Umm.." He stammered trying to think of something to say. The whiskey was making thought very difficult but he pulled himself together and grinned with an answer, "I'm thinking of something to say so I don't have to say what I'm really thinking."**

**"That is not fair! You didn't honestly answer my question."**

**"Yes I did," he argued. "That's what I was thinking, right then." Daryl smiled sweetly.**

**"Fine. I guess I'll just have to be more careful with my questions when I win again." Carol handed him the cards, "Your deal."**

**While he shuffled and dealt she downed the last of the crown. She didn't appear to be drunk but Daryl was sure she had as much as he did. "You pussy," he though. "Letting a woman out drink you." For once in his life he was secretly glad the alcohol was done for the night.**

**His starting hand contained 4 hearts. He only needed one more for a flush. His poker face was terrible when he drew the 6 of hearts. "You are not beating this hand," he said triumphantly.**

**Carol frowned, "I'm pretty sure you're right this time." She laid her hand down. "I have nothing!"**

**Daryl grinned, finally he won a hand and she had to remove a piece of clothing. "get to it," he said.**

**"I thought we discussed how totally cliche this was," she said, stalling. "I mean, you weren't seriously expecting me to strip were you?" Carol blinked her eyes innocently.**

**"Uh yeah! I held up my end of the bargain, now it's your turn. But since I'm a nice guy I will allow you to decide what to remove," he offered. "what's the chances she will lose the shirt?" he thought, knowing she likely hadn't found a bra to put on. Of course it was a sock though, just a damn sock. And when she pulled it off there was another underneath.**

**"Hey, no fair! I have to win 4 times just to see your damn feet?"**

**"Actually, 6. I put on three pair," Carol said with a giggle. He couldn't help but smile, her laughter always affected him.**

**His winning streak continued for 3 more hands and he finally exposed one of her feet before she beat him again and was ready with another question. "Did you peek today?"**

**"Of course not," he replied quickly wondering why she would ask that. The realization hit him suddenly, "Wait a minute, did you?" he asked studying her face curiously. The hint of a smile gave her away without a word. Daryl couldn't believe she had actually snuck a look at him while he was showering. Or was she just playing with him, trying to get an admission of guilt. He wasn't sure but "Holy fuck," he thought mortified "what if she saw my stiffie?" His mind was racing. "It's not the first dick the woman has seen," he told himself. "But what if she hadn't liked what she saw, or perhaps worse, what if she did?"**

**He could have played mind games with himself for even longer but Carol spoke, "I'm sorry if I embarrassed you. It was just a quick glance, I swear. Your back was turned..." He hoped his relief wasn't completely obvious. "You do have a nice ass," she continued smiling at him. The whiskey was certainly making Carol more bold than he had ever seen her.**

**Daryl felt his face burning, "Okay, you've had your fun. Let's keep playing. Payback's a bitch!" He wasn't completely serious. He wasn't even completely sure he was going to make her expose anything important if it came to that. One head told him he was crazy, the other head told him he was even crazier. It had been a long time since he had seen a naked woman and he had never seen a naked woman he cared about like her.**

**Daryl won the next two hands and the socks were off. Carol looked a bit nervous as she began to deal. He looked at his cards. She dealt him a full house! He almost felt guilty when it was time to show their hands. He felt his cock stir when she stood up. He wasn't sure if she was reaching for her pants or the shirt but before she made her move he spoke up, "it's okay. You don't have to do it. How about a rule change? If I win you have to answer the last question you asked." His heart was pounding as she slowly unrolled the waistband of the jogging pants and undid the draw string. "Seriously Carol, you don't have to..." his voice trailed off as she let go of the pants and they started to slide down.**

**"I'll accept the rule change, but I lost that hand fair and square so..." she wiggled her hips and the pants fell to the floor.**

**"Holy shit," he whispered. Her tshirt was still tied at the hip so he had full view of the sexiest pair of purple underwear he had ever seen. "Where the hell did those come from?"**

**"Some place called La Senza according to the tags that were still on them." She grinned, "I guess maybe the guy who owned this place was expecting some company."**

**She turned slightly and bent over to pick up the pants off the floor. Daryl was pretty sure he was gonna blow his load in his pants if she didn't stand up soon. They weren't panties at all, it was a thong. Daryl forced himself to close his eyes and think about dead things again, trying to regain control. But his cock had other plans and he shifted uncomfortably frantically trying to figure out a way to make the huge tent in his jogging pants a little less obvious. "I gotta take a piss." He took off like a shot and went outside to pee.**

****  
Carol watched him leave and suddenly felt self conscious. "Damn, I went too far," she thought. "I made him feel awkward." But she was almost positive he was sporting a pretty big hard on when he took off and that was weirdly comforting. "At least he doesn't find me repulsive."

She turned to admire herself in the thong. It was the first time she had ever wore one and she felt sexy. Ed thought expensive underwear were a waste of money and never let her buy them.

Carol had a few minutes to think while Daryl was outside. She wasn't sure whether to be happy he was being a gentleman or disappointed that he hadn't checked her out while she showered. She was quite sure Daryl considered them just friends but he was still a guy, and she was sure most guys would have peeked.

Before she could get too worked up about it Daryl came back in. He resumed his place on the couch and she eased down beside him. The couch felt strange on her bare backside. "Listen," "Carol," they both started to speak at the same time.

"You go ahead," he offered quickly.

"Will you still talk to me if we quit playing poker?" she asked quietly.

"Only if you put your pants back on," Daryl replied with a nervous laugh.

She complied and sat back down a little closer so their legs were almost touching. "I need to say something first," Carol took a breath praying she was right. "I know you play the badass tough guy and act like you don't give a shit about emotions and feelings but I think I know you and I think..." She paused searching for the right words. "I think that deep down you really are a soft and sentimental guy and maybe... Maybe I'm just lucky enough to see a quick glimpse of that side of you but I really want to see more of it." She hesitantly reached for his hand and let out the breath she was holding when he didn't pull away. "Will you let me?"

Daryl took a minute before he replied, "I tried sentimental once. She laughed, slammed the door in my face and told me never to fall in love with a whore."

"Despite the many times Ed called me that, I'm not a whore Daryl," she said softly.

He looked into her blue eyes, "no you certainly ain't."

"Talk to me," she said softly. "Please?"

His eyes moved away and he looked nervous and uncomfortable. She hated making him feel that way and was about to give up when he finally answered, "what do you want to know?"

"Tell me about your mom?"

"She's dead."

"Your dad?" Carol tried again.

"He's dead."

"Merle?"

"He's fucking dead. Are you sensing a pattern here?" Daryl looked away. He wasn't angry with her at all, there was pain in his eyes and he was trying to hide it. They had never talked about Merle after he died and Carol knew that it was important to be able to talk about the loved ones you've lost. She knew firsthand exactly how important it was.

She touched his jaw and gently shifted his gaze back to her. "Tell me about him. I know you loved your brother. Please Daryl, it helps to talk about them. Trust me." She took his hand once again. "Do you trust me?"

"Fuck," he sighed. "You know I do. It's just... This shit don't come easy for me." He took a long breath in and let it out slowly. Carol's heart was pounding as he finally began to speak, "Merle was there for me, growing up. He was the only one who was. He has a strange way of teaching me right from wrong though," Daryl chuckled a little. "He would drink a 6 pack then come pick me up and tell me 'don't ever drink and drive you little fucker.' He'd be smokin up a big doobie and say 'I catch ya with one of these and ill kick that punk ass of yours.'" He paused and frowned, "There were good times, and bad times. He would bring home strippers and hookers all the time. When I was 14 he decided it was time I learned how to be a man. Every night for a whole fuckin week he brought home a different one... Shit, sorry, you don't want to hear about that stuff," he looked embarrassed.

"It's okay, go on," she coaxed him to continue. Daryl did go on but he talked about tracking and hunting and generic stuff like learning to drive. And when his voice trailed off she realized it was time to change the subject and move on. "Is there someone you miss from before? Someone you were in love with?" Carol really wanted to know if there was a woman who could still be out there somewhere that held onto Daryl's heart. But at the same time she was terrified of his answer.

Daryl snorted and she felt relief before he even spoke, "nah. I never loved anyone before. You just get hurt when you do shit like that. I saw that too many times to try it on my own."

"Well there's one thing we have in common. I've never loved anyone either." She looked down at her left hand where there used to be a ring, "I mean, I thought I loved Ed and I tried hard to love him because I was supposed to. We were high school sweethearts and it was supposed to last forever... By the time I realized what he was really like..." She stopped and looked at Daryl. She could see the anger on his face just like any time she mentioned Ed.

"If that motherfucker was still alive I would beat the shit out of him and feed him piece by piece to a pack of walkers," he growled.

"I know you would," she said simply, smiling at him.

They were both quiet for a few minutes, each lost in their own thoughts.

**"God she's beautiful," Daryl though. "But after all that shit you just told her she probably thinks you're even more screwed up than she ever imagined." He couldn't believe she had actually got him to talk about his past. Daryl had never opened up to anyone like that, past or present.**

**He shifted slightly realizing that Carol must have moved closer to him. She was completely inside his personal space now and oddly enough he didn't mind that much. She was looking at him all strange though, in a way he had never seen before. "She's probably trying to figure out why she's been wastin her time with a loser like you."**

**Carol inched even closer and suddenly his nostrils were filled with her scent. She smelled sweet and fresh, the hint of soap still lingered from her shower. She was intoxicating and Daryl felt a strange flutter inside he had never felt before. "What the fuck is happening?" he thought. He had no idea what was going on. Why was she so close and why did he have this crazy fluttering going on? Her lips were so close to his now. "She's going to fuckin kiss me," he realized. "If I don't have a god damn heart attack first." He wasn't sure what was making his heart pound so fast, the fact that he wanted to taste those lips so badly or the sheer terror that Carol, beautiful Carol, his best friend, was about to kiss him.**

**When her lips finally brushed his, ever so gently, it sent an electrifying jolt through his entire body and every part of him responded. He felt flushed and chilled all at the same time. When she licked at his lips with her tongue his mouth opened immediately, inviting her in. Daryl wasn't used to losing control but somehow this felt incredible. Carol changed positions and ended up in his lap. Daryl groaned in response and felt his dick get even harder. He knew she could feel it too and as if she was reading his mind Carol wiggled her hips, ever so slightly rubbing against him. "Oh god," he muttered out loud, unable to contain himself. His hands moved instinctively to her hips, trying to pull her closer but at the same time trying to gain the slightest amount on control, over her, and himself.**

**She continued to kiss him and Daryl had no idea what part of his body to focus on. Every part of him ached. The parts she was touching ached with pleasure and the rest ached to feel her hands, or lips, or anything she was willing to give him. Carol broke away for a breath and the momentary loss of contact allowed his brain to begin to focus once again. He froze and terror crept in. "What the fuck are you doing you idiot?" he asked himself. "You're going to screw this up. You'll hurt her. She'll hate it. You're not good enough for this woman!" All these thoughts were swirling around in his brain and he thought his head was about to explode when two words silenced him, "Stop thinking!" Carol said, once again reading his mind. He stopped for a moment but it was no use, the thoughts came rushing back.**

**When Carol slid off his lap and stood up he was sure he was right. "See, she doesn't want you. You screwed it up already." But then his heart thudded and he became incredibly dizzy when he realized why she had stood up. "Is it okay if I take these off again?"**

**Daryl found himself nodding as the sweatpants pooled on the floor. And when she stepped close enough his hands reached out and slid up the backs of her bare legs. He stopped just below her ass for a brief moment before capturing both cheeks roughly in his hands. As he massaged her butt, feeling the smooth skin on the surface and the hard muscles below, he studied her face as Carol closed her eyes and sighed. He couldn't believe the look of pleasure he saw on her face and slowly his fears started to subside. When she took another step forward and then straddled him on the couch all possibility of thought was completely lost for the moment. He slid his hands under the back of her shirt and ran them slowly up her spine. Daryl grinned when he realized there was no bra strap, he had been right.**

**He felt her shiver and relax her thighs so her full weight was pressing down on his groin once again. Daryl wanted to touch her tits and suck her nipples so badly, but he wanted to see them first. He grabbed at her shirt and was about to pull it off when a sudden scratching noise at the door caused them both to freeze.**

**"Fuckin Walkers," Daryl groaned, sliding out from under her and reaching for his crossbow.**


	3. Chapter 3

_Chapter 3. Well here it is! No more cockblocking (my new fav word by the way!) Enjoy! _

**Daryl flung open the door, crossbow cocked and ready to blow the head off the piece of shit walker that just interrupted one of the greatest moments of his life, and in trotted a fluffy golden retriever pup. "Ah naw you don't," Daryl poked at the dog with his foot trying to shoo it back outside.**

**"Oh my God," Carol squealed. "Aren't you just the cutest little thing I have ever seen?" she said, in that girly voice that's only used for 3 things: babies, kittens, and puppies.**

**Daryl sighed and shut the door as the puppy ran to Carol and began to lick her face. "Well at least she wasn't talking about my cock," he thought, looking down at his crotch. "I am so sorry man," he whispered quietly.**

**"Oh he's gotta be hungry. Can we give him something?" Carol's blue eyes were pleading with him.**

**"We barely have enough food for us, we can't go feeding stray dogs now, you know that." He couldn't stand the way she was looking at him. "Animals are food now, not pets." He looked away and when he looked back he regretted it. "Okay fine. One can, that's it. Then he's out the door." Daryl shook his head, "You are such a fucking pussy Dixon," he thought. "She just looks at you and you give in?"**

**Daryl grumbled some incoherent cuss words as he dug through the stash of food they had gathered and decided on a can of pork and beans. He stabbed at the can with a knife, ripped it open and dumped the contents into a plastic bowl. The puppy ran over immediately as Daryl set the dish down. Before eating he licked Daryl's hand in thanks and began to devour the dish.**

**Daryl looked up and Carol was grinning at him. "Stop looking at me like that," he walked past her to sit down. "As soon as that food is gone little fur ball's ass is out the door." He watched her walk over and pet the pup gently before making her own way back to the couch. The tshirt had come untied and now fell halfway down her thighs, but the memories of what was and wasn't under that shirt came flooding back as she sat down beside him.**

**"What just happened there?" he asked after a moment of awkward silence.**

**"A puppy came to the door and we let him in," Carol said.**

**He glared gently, "you know what I mean."**

**"Oh you mean before that?" she laughed. "Well, I kissed you and... I'm pretty sure you liked it."**

**"Of course I fucking liked it, but Carol, seriously, we almost... I mean we could have..." he stammered, feeling his face go hot.**

**"Is that such a bad thing?" she asked quietly.**

**"Yes! No! I mean yes, yes it's bad." She looked disappointed and he growled in frustration. "We're friends and you're drunk and I could be a little drunk and you're way out of my league and I'm going to completely fuck everything up, just like I always do and..." everything he had been thinking for the last 2 hours came spewing out all at once but before he could go on she silenced him, with a long searing kiss.**

**When they broke apart, breathless, Carol was smiling at him. "All this time I've been trying to make you talk and now here I am trying to shut you up!" He made an attempt to reply and she quickly shushed him. "Let's start with the easy one first, I'm not drunk. Not even close." She saw the look of disbelief on his face and continued, "other than the first couple sips, the rest have been for show. I figured the only way I was going to actually get you to talk was to loosen you up a bit. And there certainly wasn't enough alcohol in that bottle to loosen us both up."**

**Daryl felt a bit relieved. "Guess I can still handle the whiskey," he thought. "Ok so you're not drunk but there's still..."**

**Carol cut him off, "what makes you think I'm out of your league?"**

**"Shit, ya know, you're kind and loving, and beautiful, and so fucking positive all the time." He saw her blush slightly.**

**"Well your optimism could use some work, but Daryl, you are all those things too. You just have a different way of showing it." Carol smiled at him, "I give hugs and you go kick asses, but it's all because we care about others." Carol reached out and touched his face, "you could use a shave," she teased, "but you're pretty easy on the eyes too, Dixon." Daryl felt his face get warm. "Why do you think all those women from Woodbury follow you around and gaze longingly at you over dinner?"**

"**Stop, they don't..."**

**"Yes," she said with certainty, "they do."**

Carol couldn't believe that he hadn't noticed the women staring at him. Daryl was the resident bad boy, full of mystery and intrigue, quiet and handsome, and yet he was so damn oblivious to the attention. "Unbelievable," she thought, shaking her head.

Carol was getting nervous, they were so close to the one thing she needed to know from him. And she knew she needed to keep going, or risk him clamming up.

"And then there's the friendship thing..." she began slowly. "Is that all you want for us?" Carol held her breath, needing an answer but terrified of what it might be. She knew by the time she decided to kiss him exactly how she felt. She didn't just love Daryl Dixon, she was in love with him.

"Christ, Carol, everything is so complicated ," he said, with obvious frustration. "I can't lose your friendship. That's all I really know."

"That will never happen."

"How can you be sure? What if we fuck and you hate it? And then it's all awkward and shit and we start avoiding each other?" She was about to speak but he kept going, "I'm not romantic and I'm not gonna hold your hand in front of the others. I track and hunt, I kill things and beat people up."

She sighed. "We really do need to work on that optimism." Carol needed him to see himself through her eyes if there was a chance at all for this to work, "you protect the people you love. You're honest and loyal. You're brave and incredibly smart. You risked your life every day looking for Sophia and I know you were hurting every bit as much as I was when we found her." She paused as the puppy approached the couch. He leapt up, turned around 3 times and settled comfortable with his head resting on Daryl lap.

Carol watched as he gently scratched behind the pups ears. "Well I guess he can stay the night, but first thing in the morning he's gone. I swear." Carol nodded with a grin, knowing the puppy had a pretty good chance of making it back to the prison with them.

Carol took the brief interruption as a chance to regroup. She focused her thoughts and began to speak again, "Listen, I've spent the majority of my life being too scared to run. Damned if I'm going to be too scared to do anything ever again. We really have no idea how long we have left when everyday we fight to survive." She slid a little closer, "we could leave this place tomorrow and one, or both of us might not make it back to the prison."

Carol's nervousness had dwindled away and she finally felt completely comfortable. She grinned wickedly at him, "so am I going to have to seduce you? Or will you just give in and let this happen?"

The puppy was snoring softly, fast asleep on Daryl's lap. Before speaking he gently lifted the dog and placed him comfortably on the floor out of the way. Daryl sat back down and simply said, "c'mere."

Carol slipped closer and he pulled her onto his lap. Her heart was pounding. The look on his face told her everything she needed to know. Daryl wanted her, every bit as much as she wanted him. "I've never done this before," he said gently. "It's always been a quick fuck." He looked slightly embarrassed, "I've never... Made love... to a woman." He said it like those were the most foreign words he had ever spoke. "Looks like you're going to be my first."

"Then I guess we have something in common because no one has ever made love to me before." Carol continued when he looked confused, "Ed was the only man I've been with and I'm pretty sure getting beat because he was too drunk to get off or yelled at because I was doing everything wrong is not making love." Carol felt him stiffen in anger when she mentioned Ed. Not wanting to ruin the moment she leaned in and kissed him gently. Daryl responded eagerly this time, his mouth opening and his tongue meeting hers with equal intensity. She could taste the whiskey and she pushed deeper feeling a groan escape him as she did.

Daryl broke away and quickly pulled the shirt off over her head. The cold air combined with his lusty stare made her nipples instantly hard. He continued to stare and Carol began to feel self conscious. She made a move to cover herself but Daryl grabbed her wrist. "Don't, they're perfect," he grinned and took a nipple in his mouth. The other breast was cupped in his hand and he flicked the nipple gently.

She had a long scar down the side of her rib cage from being pushed and falling onto a glass coffee table. . She was sure he had noticed it, it was pretty hard to miss. When he released her nipple he paused for a moment looking at the scar, as if reading her mind. Carol saw the flash of anger in his eyes before he bent down and trailed soft kisses over the scar. He looked at her as if to say "I will never let that happen to you again" and she nodded in understanding.

Carol needed to feel his skin on hers so she quickly tugged the tshirt off over his head and pressed her body against his. She shifted her weight and pulled him down on top of her. The soft couch below and his lean hard body on top felt incredible. She grabbed the back of his neck, her fingers entwining in his hair and pulled him down for another kiss. She felt him stiffen slightly as her hand trailed down his back over the scars she saw earlier. She continued lower ignoring the scars and felt him relax again. Carol's hand reached the waistband of the jogging pants and she slipped it inside to cup one of his cheeks. She could feel his erection pressing hard against her and a wave of heat flew over her entire body, settling deep in her belly.

Carol brought her other hand inside the waistband too and started to slide his pants down. Daryl lifted himself up high enough to allow the pants to move down, his cock springing free.

She didn't want to make him feel self conscious but she needed to look at him. "Please let me look at you," she asked, gently placing a hand on his chest to prevent him from moving. Carol started with his face, trailing a finger from his temple down his jaw. Her gaze dropped to his shoulders and muscular arms. Daryl was in great shape, as were most of the men at the prison who worked tirelessly day in and day out. She let her hand continue down his body feeling him suck in a breath as she grazed a nipple with the tip of her finger. Her eyes followed her hand as it slid down his hard stomach stopping at the base of his penis. She smiled and stared at the hard shaft. Finally she grabbed it gently with one hand and slid the other around to cup his balls. "Holy fuck," Daryl said, groaning in pleasure.

**Carol was stroking his dick slowly and he felt himself grow stiffer, hard as a rock. "She's gonna fuckin make me come**

**"Oh God please Daryl," she begged. "I want you inside me. Oh, Fuck, I need you inside me now!" She was arching her hips up to him, legs spread wide, her eyes silently urging him as strongly as her words.**

**"I won't be long though," he admitted honestly.**

**"Jesus Daryl, I don't care, neither will I. Just do it." She had her hands on his hips pulling him closer. She was wriggling and squirming with need.**

**Finally he obliged but with dizzying patience that he had never used before with a woman. He felt the tip of his dick start to slide into her and her slick wetness threatened to make him explode before his cock was even all the way in. "Christ Woman," he breathed, moving deeper, trying to keep control of himself. He kept going, deeper, filling her, until every inch was inside. He paused, terrified to move, not wanting to lose the ache he felt or the pleasurable throbbing of his dick, but at the same time every part of him was screaming for the sweet release he knew was coming.**

**Carol sighed and arched her back allowing him in further, even deeper than he knew was possible. She wiggled her hips again, wrapping her legs tightly around him, pulling him in but at the same time begging him to move. He backed out, just slightly, and moved back into her again. The sweetest whimper he had ever heard escaped her lips and he wanted desperately to hear it again. He slid out further this time and drove back into her. Carol made that beautiful little sound again and he knew she was right; this wasn't going to take long for either one of them.**

**A few more deep thrusts and she cried out. Daryl could feel her inner muscles clenching and releasing his dick, her body shuddered in pleasure, and with one more thrust he felt his own body give way. He was dizzy and the world was spinning as he closed his eyes tightly and emptied his load deep inside her. Daryl couldn't remember a time that anything had felt that good before. As the last shudders of pleasure finished up for both of them he finally opened his eyes and looked down at Carol.**

**There were tears streaming down her face and he was hit with a rush of panic, "what's wrong? What did I do? Have I hurt you?"**

**Daryl started to pull away and she quickly grabbed him, pulling him down beside her but shifting so they were still joined. Her sobbing started to subside enough to speak, "I... I've never... It's never been like that before." She took a deep breath, "I've never..." she looked at him shyly, "orgasmed that way, ya know? Without touching my..." her voice trailed off. He instinctively reached out to brush away her tears.**

**"Well that's a first for both of us," he replied huskily. "I'm pretty sure I've never made a woman come that way either." He paused and touched her face again, "I've never cared enough to want to."**


	4. Chapter 4

Ch. 4 - _Sadly here it is, the final chapter. I've had a blast with this. Thanks to everyone who has taken time to read it and to those who have posted feed back! _

Carol did not want to move, ever, but her bladder was telling her she needed to, very soon. They were still laying silently on the couch, naked bodies pressed together both for warmth and comfort. Daryl was gently running his fingertips up and down her back, her skin pricking with goosebumps in response.

"Don't you dare move," she warned, jumping up. "I'll be right back." Carol walked quickly to the bathroom. She closed the door and felt her way around in the dark, as the glow of the lantern faded away. She found the toilet and sat down, smiling as her hand hit a roll of toilet paper. Carol finished quickly and stood up. She pondered whether to try flushing the toilet and opted for just putting the lid down for now.

When she flung open the door the main room was pitch black. "The lamp must have run out of oil," she though. "Daryl?" she called out quietly, trying to get her bearings and get back to the couch.

Carol squealed in surprised when she was suddenly lifted her feet. "What are you doing?" she laughed, settling into Daryl's strong arms.

"Taking you to bed," he said simply.

He somehow found his way through the darkness without any trouble and as they approached the bedroom she could see a faint light from under the door. Daryl kicked it open gently and Carol gasped. There were half a dozen candles lit and flickering, casting a dim glow over the room. "How did you do this?" she asked in amazement. "I was gone for less than a minute!"

Daryl shrugged as he placed her easily in the middle of the bed, "I just put them all back where I took them from earlier."

Carol stretched out on the comfortable bed and reached out her hand for Daryl to join her. "Thought you said you weren't romantic," she teased.

"I'm not," he said, with a half smile, "But I needed some light to see this damn fine body of yours." The way he was staring made Carol shiver with pleasure and she watched his blue eyes comb every inch of her. He slipped in beside her and slid an arm underneath her bringing her head to rest comfortably on his chest. "Are you tired?" he asked quietly, resting a hand lightly across her tummy below the navel.

"Oh Lord no," she answered quickly. "I don't care if I never sleep again." Carol nudged her cheek against his chest, feeling his nipple stiffen in response. She sat up and looked at him, "So I know you were being all sweet and romantic here and I really hope I'm not ruining anything you planned... But let's fuck!" She laughed at the look on his face, "seriously, let's just fuck like wild animals! We're completely alone here, we can be loud and rough and there's no one around to hear us." She shifted to straddle him, "this may be the only chance we get for a long time."

Daryl didn't respond with words but grabbed her hips and sat up, pulling her tightly against him, he took the briefest moment to look into her eyes before he devoured her lips in rough kiss. His tongue plunged deep inside her mouth and found hers, gliding and twisting intensely. Carol was gasping for breath when he finally pulled away, catching her bottom lip with his teeth and bitting softly before releasing her.

Before she had a chance to fully recover she found herself being lifted and flipped onto her back. Carol let out a little squeal as she landed on the soft mattress. Daryl reached for her hands and pinned them above her head. For fun she decided to test his strength, knowing she was no match but not wanting to make it too easy for him. She pressed against him with all her strength but he barely budged. Daryl smiled smugly down at her and switched it up so he held both her wrists with one hand. After trying again Carol pouted up at him in defeat. With his free hand he touched her pouty bottom lip and she quickly bit his finger.

"Ouch," Daryl said pulling his hand back to examine the finger. "You will pay for that," he threatened lightheartedly.

With a satisfied grin she gave up the fight, "go ahead, make me pay."

Daryl started his assault on her breasts, licking and sucking her nipples over and over, and Carol groaned with pleasure. He moved to her neck and she could feel his warm mouth on her skin right where her heart was pounding. He nipped lightly down her neck then bit hard on her shoulder and the slight pain felt incredible in contrast to the gentle kisses.

He continued to cover the front of her body with kisses, everyone once in a while bitting her in strategic places, her neck, earlobes, lightly on her nipples. Daryl rolled her onto her stomach and shivered as his trail of kisses worked their way down her spine. He was gently groping her ass moving lower to brush her moist centre, teasing her mercilessly.

Just before flipping her back over he gave one ass cheek a hard spank while biting the other. Carol yelped as her body rolled once again. She held her breath as the soft bed sheet began to soothe the sting on her ass.

Daryl took a minute to study her face and she couldn't help but smile back at the cocky grin he displayed. "Ok, we're even," she said, finally releasing her breath slowly.

"Good, but I ain't done with you yet." Daryl licked the middle of her stomach in a suggestive hint as he moved lower.

Carol grabbed Daryl's head to stop his progress and quickly slid out from under him. "Nope, this time you're first!"

**Daryl was not going to argue. He flipped obediently on his back and felt his heart start to pound with anticipation. His cock was already hard but he felt it stiffen even more just with the thought of what was coming. It had been a long time since he'd had a blow job and although he had admittedly thought about her sucking him off many times while masturbating, he never imagined it could actually happen.**

**It was everything he imagined and more from the first second she took him into her warm mouth. Daryl fought to control himself as she sucked, hard, over and over, fast then slow. He almost lost it when she took him deep, unbelievably deep, but survived when Carol took a break to lick the tip.**

**She was about to go deep again but Daryl couldn't stand it any longer. He quickly got up, positioned her on the edge of the bed and took her from behind. Daryl fucked her hard and fast, driving deep every time. The sounds she was making with each thrust were driving him wild. She said his name over and over begging for more. He wanted her to come first but it was taking everything he had to hold on. "Come on baby," he growled and the sound of his voice was all she needed. Daryl felt her body ripple with pleasure as she cried out and he finally let himself follow, closing his eyes as his own body shuddered with hers.**

**Moments later they were lying side by side in bed, damp with sweat, still trying to fully catch their breath.**

**"Wow that was way better than jerking off," Daryl said with a laugh.**

**"I know exactly what you mean," Carol replied with a knowing smile. She laughed when he looked shocked. "What, you thought it was only the guys masturbating, alone in their cells at night?" She shook her head, "men can be so dense." Carol snuggled closer, "what do you think about, while you're doing it?" she asked.**

**"Um... I... You first!" he said, turning the tables.**

**"Well, I guess it used to be celebs. Ya know, Brad Pitt, George Clooney." Daryl never really understood what it was about Clooney that drove women wild; Brad Pitt, he understood. "But lately," she paused. "Well the last few times I've thought about you. I tried not to, but I would lay there all alone and picture you riding off looking sexy on that damn motorcycle and next thing I knew I was imagining you coming in my cell and it was your hands that were touching me, not my own." Daryl felt his face get hot not only from her admission but the fact that he had imagined similar things about her. "I actually had to avoid you one morning because I just couldn't look you in the eye after all the things I thought about you doing to me." She wasn't going to let him get away without answering, "ok, your turn."**

**"Aw fuck, I don't know. It's different for guys, we don't always have to think, we just grab it and get the job done." She looked disappointed so he kept talking "but maybe I have pictured you naked a few times... Or wondered what it would be like for you to suck my dick."**

**"Was it as good as you imagined?" she asked quietly.**

**Daryl wondered how she could go from confident to doubtful in a matter of seconds. "No," he replied, feeling her stiffen. He leaned, their lips almost touching, "it was so much better." He kissed her tenderly, silently thanking her not only for that night but for each moment they had already shared and a promise of what was to come.**

**Daryl had just pulled away when he felt something wet on his ass. "Damn dog," he said as the puppy leapt the rest of the way onto the bed and started licking their faces instead.**

**When Carol fell asleep he got up and blew out the candles. Daryl pulled back the bedroom curtain a bit and let the moonlight shine in. He looked at the beautiful woman laying their fast asleep with the pup curled up at her chest. "She's mine furball," he said softly, climbing back in bed Daryl wrapped his arm around Carol and covered them both with a sheet. He felt her take a deep breath and heard her sigh contently before he drifted off as well.**

"Good morning sunshine."

Carol woke with a start at the familiar voice. Her eyes flew open and she grabbed the sheet, making sure she was covered. "Oh my God, Rick? What are you doing here?"

Daryl groaned, "Fuck, what is going on?" He rubbed his eyes and looked up to see Rick grinning at them.

"Late night?" Rick asked, with a chuckle.

Daryl looked like a deer caught in headlights. "It's not what it looks like," he stammered, face turning red.

Carol laughed and shook her head. She looked at Rick. "It's exactly what it looks like," she said with emphasis on exactly.

They shared a laugh as Daryl groaned again and fell back onto his pillow. Just then Michonne poked her head into the room. "Well it's about damn time," she said, looking from Daryl to Carol with a tiny smile. "When you two love birds are ready we'll be waiting." She motioned for Rick to follow.

Before he was gone Daryl called out, "Rick, any chance you can pass in our clothes?" Rick appeared momentarily with a heap of clothing under one arm. He tossed it on the bed and held up the purple panties in the other. Rick flung them at Daryl's head. "I somehow never pictured you as the thong wearing type, Dixon," he teased as he walked out shutting the door behind him.

Carol giggled at the uncomfortable look on Daryl's face. "Don't worry, they'll get over it soon. The joking won't last too long... I don't think."

"You know when we walk out that door I go back to being a badass right?"

Carol smiled, knowing he was serious but at the same time it wasn't going to change the way he felt or what they had shared, "I know. So I better do this once more before we go." She leaned in and kissed him softly on the lips. He responded easily and she slid her tongue in his mouth. Thankfully the puppy took that moment to interrupt with a bark or Rick and Michonne might have been waiting a lot longer.

It was a glorious sunny day as they emerged from the cabin fully clothed and carrying the supplies they had found. The puppy trailed at Daryl's feet as he went to talk to Rick. Carol could overhear them arguing about pets and smiled to herself when Rick easily gave in.

Michonne joined her as they headed to the car. "Glenn and Maggie found the bike last night but it was getting dark and they had to head back," she explained. Carol nodded and watched as Michonne stole a glance at Rick. She looked back a Carol and stopped walking for a second, "So how did you do it?"

Carol smiled brightly at her and then looked at Daryl who had picked up the puppy and was petting him gently, "You just have to make him talk."

The end!


End file.
